LONG BEACH SECURITIES CORP., Depositor. WASHINGTON MUTUAL BANK, Seller and Servicer. DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee.

Transcription

1 LONG BEACH SECURITIES CORP., Depositor WASHINGTON MUTUAL BANK, Seller and Servicer DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee and DEUTSCHE BANK TRUST COMPANY DELAWARE, Delaware Trustee POOLING AND SERVICING AGREEMENT Dated as of October 1, 2006 Long Beach Mortgage Loan Trust Asset-Backed Certificates, Series

2 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS...12 Section 1.01 Defined Terms Section 1.02 Accounting...73 Section 1.03 Allocation of Certain Interest Shortfalls...73 Section 1.04 Rights of the NIMS Insurer ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...74 Section 2.01 Conveyance of Mortgage Loans...74 Section 2.02 Acceptance of REMIC 1 by the Trustee...77 Section 2.03 Cure, Repurchase or Substitution of Mortgage Loans by the Seller; Remedies for Breaches by Depositor or Servicer; Remedies for Breaches Relating to Prepayment Charges Section 2.04 Representations, Warranties and Covenants of the Servicer Section 2.05 Representations and Warranties of the Depositor...84 Section 2.06 Issuance of Certificates...86 Section 2.07 Reserved Section 2.08 Conveyance of REMIC Regular Interests and Acceptance of REMICs by the Trustee; Issuance of Certificates...86 Section 2.09 Creation of the Trust...89 Section 2.10 Restrictions on Activities of the Trust Section 2.11 Separateness Requirements ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS...92 Section 3.01 Servicer to Act as Servicer Section 3.02 Sub-Servicing Agreements Between the Servicer and Sub-Servicers...94 Section 3.03 Successor Sub-Servicers...96 Section 3.04 Liability of the Servicer...96 Section 3.05 No Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the Trustee or Certificateholders Section 3.06 Assumption or Termination of Sub-Servicing Agreements by Trustee...96 Section 3.07 Collection of Certain Mortgage Loan Payments Section 3.08 Sub-Servicing Accounts Section 3.09 Collection of Taxes, Assessments and Similar Items; Servicing Accounts...98 Section 3.10 Collection Account and Distribution Account...99 Section 3.11 Withdrawals from the Collection Account and Distribution Account Section 3.12 Investment of Funds in the Interest Coverage Account, the Collection Account and the Distribution Account Section 3.13 Reserved Section 3.14 Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage Section 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements Section 3.16 Realization Upon Defaulted Mortgage Loans i

3 Section 3.17 Trustee to Cooperate; Release of Mortgage Files Section 3.18 Servicing Compensation Section 3.19 Reports to the Trustee; Collection Account Statements Section 3.20 Annual Statement as to Compliance Section 3.21 Assessments of Compliance and Attestation Reports Section 3.22 Access to Certain Documentation Section 3.23 Title, Management and Disposition of REO Property Section 3.24 Obligations of the Servicer in Respect of Prepayment Interest Shortfalls Section 3.25 Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments Section 3.26 Reserve Fund Section 3.27 Advance Facility Section 3.28 PMI Policy; Claims Under the PMI Policy Section 3.29 Swap Agreement Section 3.30 Replacement Swap Agreement ARTICLE IV FLOW OF FUNDS Section 4.01 Distributions Section 4.02 Preference Claims Section 4.03 Statements Section 4.04 Remittance Reports; Advances Section 4.05 Distributions on the REMIC Regular Interests Section 4.06 Allocation of Realized Losses Section 4.07 Compliance with Withholding Requirements Section 4.08 Commission Reporting Section 4.09 Supplemental Interest Trust Section 4.10 Final Maturity Reserve Trust Section 4.11 Intention of the Parties and Interpretation Section 4.12 Interest Coverage Account ARTICLE V THE CERTIFICATES Section 5.01 The Certificates Section 5.02 Registration of Transfer and Exchange of Certificates Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates Section 5.04 Persons Deemed Owners ARTICLE VI THE SERVICER AND THE DEPOSITOR Section 6.01 Liability of the Servicer and the Depositor Section 6.02 Merger or Consolidation of the Depositor or the Servicer Section 6.03 Limitation on Liability of the Depositor, the Servicer and Others Section 6.04 Limitation on Resignation of Servicer Section 6.05 Rights of the Depositor, the NIMS Insurer and the Trustee in Respect of the Servicer ii

4 ARTICLE VII DEFAULT Section 7.01 Servicer Events of Default Section 7.02 Trustee to Act; Appointment of Successor Section 7.03 Notification to Certificateholders Section 7.04 Waiver of Servicer Events of Default ARTICLE VIII THE TRUSTEE Section 8.01 Duties of Trustees Section 8.02 Certain Matters Affecting the Trustees Section 8.03 Trustees Not Liable for Certificates or Mortgage Loans Section 8.04 Trustees May Own Certificates Section 8.05 Trustees Fees and Expenses Section 8.06 Eligibility Requirements for Trustees Section 8.07 Resignation or Removal of Trustees Section 8.08 Successor Trustees Section 8.09 Merger or Consolidation of Trustees Section 8.10 Appointment of Co-Trustee or Separate Trustee Section 8.11 Appointment of Custodians Section 8.12 Appointment of Office or Agency Section 8.13 Representations and Warranties of the Trustee Section 8.14 Duties of Delaware Trustee Section 8.15 Amendment to Certificate of Trust Section 8.16 Trustees Act on Behalf of Trust ARTICLE IX TERMINATION Section 9.01 Termination Upon Purchase or Liquidation of All Mortgage Loans Section 9.02 Additional Termination Requirements Section 9.03 Termination of the Supplemental Interest Trust and the Final Maturity Reserve Trust ARTICLE X REMIC PROVISIONS Section REMIC Administration Section Prohibited Transactions and Activities Section Trustee, Servicer and Depositor Indemnification ARTICLE XI MISCELLANEOUS PROVISIONS Section Amendment Section Recordation of Agreement; Counterparts Section Limitation on Rights of Certificateholders Section Governing Law; Jurisdiction Section Notices Section Severability of Provisions Section Notice to the Rating Agencies, the Swap Counterparty and the NIMS Insurer Section Article and Section References Section Third-Party Beneficiaries iii

5 Section Grant of Security Interest iv

6 Exhibits Exhibit A-1 Exhibit A-2 Exhibit A-3 Exhibit A-4 Exhibit A-5 Exhibit A-6 Exhibit B Exhibit C Exhibit D Exhibit E-1 Exhibit E-2 Exhibit E-3 Exhibit F-1 Exhibit F-2 Exhibit G Exhibit H Exhibit I Exhibit J-1A Exhibit J-1B Exhibit J-2 Exhibit K Exhibit L Exhibit M Exhibit N Exhibit O Exhibit P Form of Senior Certificates Form of Subordinate Certificates Form of Class C Certificates Form of Class P Certificates Form of Residual Certificates Form of Reverse of Certificates Form of Swap Agreement Form of Mortgage Loan Purchase Agreement Mortgage Loan Schedule Request for Release (for Trustee/Custodian) Request for Release (Certificate Mortgage Loan Paid in Full) Form of Mortgage Loan Assignment Agreement Form of Trustee s Initial Certification Form of Trustee s Final Certification Form of Residual NIM Holder Certificate Form of Lost Note Affidavit Form of ERISA Representation Form of Class B Certificate Transferor Certificate Form of Class B Certificate Transferee Certificate Form of Investment Letter Form of Class R Certificate, Class R-CX Certificate and Class R-PX Certificate Transfer Affidavit Form of Transferor Certificate [Reserved] Criteria to be Addressed in Assessment of Compliance Form 10-D, Form 8-K and Form 10-K Reporting Responsibility Form of Trustee Certificate Schedules Schedule I Schedule II Schedule III Schedule IV Prepayment Charge Schedule Swap Notional Amount Schedule 40 Year Loans Final Maturity Schedule PMI Mortgage Loan Schedule (not applicable) v

7 This POOLING AND SERVICING AGREEMENT is dated as of October 1, 2006 (the Agreement ), among LONG BEACH SECURITIES CORP., as depositor (the Depositor ), WASHINGTON MUTUAL BANK, as seller (the Seller ) and servicer (the Servicer ), DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the Trustee ) and DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware trustee (the Delaware Trustee ). PRELIMINARY STATEMENT: The Depositor intends to sell pass-through certificates (collectively, the Certificates ), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust. The Certificates will consist of twenty-one classes of certificates, designated as (i) the Class I-A Certificates, (ii) the Class II-A1 Certificates, (iii) the Class II-A2 Certificates, (iv) the Class II-A3 Certificates, (v) the Class II-A4 Certificates, (vi) the Class M-1 Certificates, (vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6 Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8 Certificates, (xiv) the Class M-9 Certificates, (xv) the Class M-10 Certificates, (xvi) the Class B Certificates, (xvii) the Class C Certificates, (xviii) the Class P Certificates, (xix) the Class R Certificates, (xx) the Class R-CX Certificates and (xxi) the Class R-PX Certificates. 1

8 REMIC 1 As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (exclusive of the Reserve Fund, the Supplemental Interest Trust, the Final Maturity Reserve Trust, the Interest Coverage Account and the Servicer Prepayment Charge Payment Amounts) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 1. The Class R-1 Interest shall represent the sole class of residual interests in REMIC 1 for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC 1 Regular Interests. None of the REMIC 1 Regular Interests will be certificated. Initial Uncertificated Principal Balance Uncertificated REMIC 1 Pass-Through Rate Rate Change Assumed Final Designation Date Maturity Date 1 IX 3 $ 91,012, Variable 2 N/A November 2046 I-1-A 1,807, Variable 2 December 2006 November 2046 I-1-B 1,807, Variable 2 November 2046 I-2-A 2,132, Variable 2 January 2007 November 2046 I-2-B 2,132, Variable 2 November 2046 I-3-A 2,455, Variable 2 February 2007 November 2046 I-3-B 2,455, Variable 2 November 2046 I-4-A 2,775, Variable 2 March 2007 November 2046 I-4-B 2,775, Variable 2 November 2046 I-5-A 724, Variable 2 April 2007 November 2046 I-5-B 724, Variable 2 November 2046 I-6-A 1,110, Variable 2 May 2007 November 2046 I-6-B 1,110, Variable 2 November 2046 I-7-A 1,589, Variable 2 June 2007 November 2046 I-7-B 1,589, Variable 2 November 2046 I-8-A 2,068, Variable 2 July 2007 November 2046 I-8-B 2,068, Variable 2 November 2046 I-9-A 2,617, Variable 2 August 2007 November 2046 I-9-B 2,617, Variable 2 November 2046 I-10-A 3,343, Variable 2 September 2007 November 2046 I-10-B 3,343, Variable 2 November 2046 I-11-A 5,383, Variable 2 October 2007 November 2046 I-11-B 5,383, Variable 2 November 2046 I-12-A 5,720, Variable 2 November 2007 November 2046 I-12-B 5,720, Variable 2 November 2046 I-13-A 5,772, Variable 2 December 2007 November 2046 I-13-B 5,772, Variable 2 November 2046 I-14-A 5,616, Variable 2 January 2008 November 2046 I-14-B 5,616, Variable 2 November 2046 I-15-A 5,455, Variable 2 February 2008 November 2046 I-15-B 5,455, Variable 2 November 2046 I-16-A 5,307, Variable 2 March 2008 November 2046 I-16-B 5,307, Variable 2 November 2046 I-17-A 4,904, Variable 2 April 2008 November 2046 I-17-B 4,904, Variable 2 November 2046 I-18-A 4,674, Variable 2 May 2008 November 2046 I-18-B 4,674, Variable 2 November

9 Initial Uncertificated Principal Balance Uncertificated REMIC 1 Pass-Through Rate Rate Change Assumed Final Designation Date Maturity Date 1 I-19-A 5,870, Variable 2 June 2008 November 2046 I-19-B 5,870, Variable 2 November 2046 I-20-A 5,528, Variable 2 July 2008 November 2046 I-20-B 5,528, Variable 2 November 2046 I-21-A 5,240, Variable 2 August 2008 November 2046 I-21-B 5,240, Variable 2 November 2046 I-22-A 47,271, Variable 2 September 2008 November 2046 I-22-B 47,271, Variable 2 November 2046 I-23-A 6,443, Variable 2 October 2008 November 2046 I-23-B 6,443, Variable 2 November 2046 I-24-A 6,661, Variable 2 November 2008 November 2046 I-24-B 6,661, Variable 2 November 2046 I-25-A 5,736, Variable 2 December 2008 November 2046 I-25-B 5,736, Variable 2 November 2046 I-26-A 4,434, Variable 2 January 2009 November 2046 I-26-B 4,434, Variable 2 November 2046 I-27-A 3,663, Variable 2 February 2009 November 2046 I-27-B 3,663, Variable 2 November 2046 I-28-A 3,161, Variable 2 March 2009 November 2046 I-28-B 3,161, Variable 2 November 2046 I-29-A 2,747, Variable 2 April 2009 November 2046 I-29-B 2,747, Variable 2 November 2046 I-30-A 2,333, Variable 2 May 2009 November 2046 I-30-B 2,333, Variable 2 November 2046 I-31-A 2,186, Variable 2 June 2009 November 2046 I-31-B 2,186, Variable 2 November 2046 I-32-A 2,100, Variable 2 July 2009 November 2046 I-32-B 2,100, Variable 2 November 2046 I-33-A 1,996, Variable 2 August 2009 November 2046 I-33-B 1,996, Variable 2 November 2046 I-34-A 2,640, Variable 2 September 2009 November 2046 I-34-B 2,640, Variable 2 November 2046 I-35-A 371, Variable 2 October 2009 November 2046 I-35-B 371, Variable 2 November 2046 I-36-A 3,885, Variable 2 November 2009 November 2046 I-36-B 3,885, Variable 2 November 2046 I-37-A 2,061, Variable 2 December 2009 November 2046 I-37-B 2,061, Variable 2 November 2046 I-38-A 1,942, Variable 2 January 2010 November 2046 I-38-B 1,942, Variable 2 November 2046 I-39-A 1,849, Variable 2 February 2010 November 2046 I-39-B 1,849, Variable 2 November 2046 I-40-A 1,764, Variable 2 March 2010 November 2046 I-40-B 1,764, Variable 2 November 2046 I-41-A 1,676, Variable 2 April 2010 November 2046 I-41-B 1,676, Variable 2 November 2046 I-42-A 1,548, Variable 2 May 2010 November 2046 I-42-B 1,548, Variable 2 November 2046 I-43-A 1,466, Variable 2 June 2010 November 2046 I-43-B 1,466, Variable 2 November 2046 I-44-A 1,248, Variable 2 July 2010 November 2046 I-44-B 1,248, Variable 2 November 2046 I-45-A 1,195, Variable 2 August 2010 November 2046 I-45-B 1,195, Variable 2 November 2046 I-46-A 1,272, Variable 2 September 2010 November

10 Initial Uncertificated Principal Balance Uncertificated REMIC 1 Pass-Through Rate Rate Change Assumed Final Designation Date Maturity Date 1 I-46-B 1,272, Variable 2 November 2046 I-47-A 1,362, Variable 2 October 2010 November 2046 I-47-B 1,362, Variable 2 November 2046 I-48-A 1,312, Variable 2 November 2010 November 2046 I-48-B 1,312, Variable 2 November 2046 I-49-A 1,245, Variable 2 December 2010 November 2046 I-49-B 1,245, Variable 2 November 2046 I-50-A 1,193, Variable 2 January 2011 November 2046 I-50-B 1,193, Variable 2 November 2046 I-51-A 1,103, Variable 2 February 2011 November 2046 I-51-B 1,103, Variable 2 November 2046 I-52-A 1,020, Variable 2 March 2011 November 2046 I-52-B 1,020, Variable 2 November 2046 I-53-A 966, Variable 2 April 2011 November 2046 I-53-B 966, Variable 2 November 2046 I-54-A 994, Variable 2 May 2011 November 2046 I-54-B 994, Variable 2 November 2046 I-55-A 1,033, Variable 2 June 2011 November 2046 I-55-B 1,033, Variable 2 November 2046 I-56-A 935, Variable 2 July 2011 November 2046 I-56-B 935, Variable 2 November 2046 I-57-A 858, Variable 2 August 2011 November 2046 I-57-B 858, Variable 2 November 2046 I-58-A 767, Variable 2 September 2011 November 2046 I-58-B 767, Variable 2 November 2046 I-59-A 11,056, Variable 2 October 2011 November 2046 I-59-B 11,056, Variable 2 November 2046 IIX 3 173,903, Variable 2 N/A November 2046 II-1-A 3,452, Variable 2 December 2006 November 2046 II-1-B 3,452, Variable 2 November 2046 II-2-A 4,074, Variable 2 January 2007 November 2046 II-2-B 4,074, Variable 2 November 2046 II-3-A 4,692, Variable 2 February 2007 November 2046 II-3-B 4,692, Variable 2 November 2046 II-4-A 5,302, Variable 2 March 2007 November 2046 II-4-B 5,302, Variable 2 November 2046 II-5-A 1,383, Variable 2 April 2007 November 2046 II-5-B 1,383, Variable 2 November 2046 II-6-A 2,121, Variable 2 May 2007 November 2046 II-6-B 2,121, Variable 2 November 2046 II-7-A 3,038, Variable 2 June 2007 November 2046 II-7-B 3,038, Variable 2 November 2046 II-8-A 3,952, Variable 2 July 2007 November 2046 II-8-B 3,952, Variable 2 November 2046 II-9-A 5,001, Variable 2 August 2007 November 2046 II-9-B 5,001, Variable 2 November 2046 II-10-A 6,388, Variable 2 September 2007 November 2046 II-10-B 6,388, Variable 2 November 2046 II-11-A 10,286, Variable 2 October 2007 November 2046 II-11-B 10,286, Variable 2 November 2046 II-12-A 10,930, Variable 2 November 2007 November 2046 II-12-B 10,930, Variable 2 November 2046 II-13-A 11,030, Variable 2 December 2007 November 2046 II-13-B 11,030, Variable 2 November 2046 II-14-A 10,732, Variable 2 January 2008 November

11 Initial Uncertificated Principal Balance Uncertificated REMIC 1 Pass-Through Rate Rate Change Assumed Final Designation Date Maturity Date 1 II-14-B 10,732, Variable 2 November 2046 II-15-A 10,423, Variable 2 February 2008 November 2046 II-15-B 10,423, Variable 2 November 2046 II-16-A 10,141, Variable 2 March 2008 November 2046 II-16-B 10,141, Variable 2 November 2046 II-17-A 9,371, Variable 2 April 2008 November 2046 II-17-B 9,371, Variable 2 November 2046 II-18-A 8,931, Variable 2 May 2008 November 2046 II-18-B 8,931, Variable 2 November 2046 II-19-A 11,216, Variable 2 June 2008 November 2046 II-19-B 11,216, Variable 2 November 2046 II-20-A 10,563, Variable 2 July 2008 November 2046 II-20-B 10,563, Variable 2 November 2046 II-21-A 10,013, Variable 2 August 2008 November 2046 II-21-B 10,013, Variable 2 November 2046 II-22-A 90,325, Variable 2 September 2008 November 2046 II-22-B 90,325, Variable 2 November 2046 II-23-A 12,312, Variable 2 October 2008 November 2046 II-23-B 12,312, Variable 2 November 2046 II-24-A 12,728, Variable 2 November 2008 November 2046 II-24-B 12,728, Variable 2 November 2046 II-25-A 10,961, Variable 2 December 2008 November 2046 II-25-B 10,961, Variable 2 November 2046 II-26-A 8,474, Variable 2 January 2009 November 2046 II-26-B 8,474, Variable 2 November 2046 II-27-A 7,000, Variable 2 February 2009 November 2046 II-27-B 7,000, Variable 2 November 2046 II-28-A 6,040, Variable 2 March 2009 November 2046 II-28-B 6,040, Variable 2 November 2046 II-29-A 5,249, Variable 2 April 2009 November 2046 II-29-B 5,249, Variable 2 November 2046 II-30-A 4,458, Variable 2 May 2009 November 2046 II-30-B 4,458, Variable 2 November 2046 II-31-A 4,178, Variable 2 June 2009 November 2046 II-31-B 4,178, Variable 2 November 2046 II-32-A 4,013, Variable 2 July 2009 November 2046 II-32-B 4,013, Variable 2 November 2046 II-33-A 3,813, Variable 2 August 2009 November 2046 II-33-B 3,813, Variable 2 November 2046 II-34-A 5,044, Variable 2 September 2009 November 2046 II-34-B 5,044, Variable 2 November 2046 II-35-A 709, Variable 2 October 2009 November 2046 II-35-B 709, Variable 2 November 2046 II-36-A 7,423, Variable 2 November 2009 November 2046 II-36-B 7,423, Variable 2 November 2046 II-37-A 3,939, Variable 2 December 2009 November 2046 II-37-B 3,939, Variable 2 November 2046 II-38-A 3,710, Variable 2 January 2010 November 2046 II-38-B 3,710, Variable 2 November 2046 II-39-A 3,533, Variable 2 February 2010 November 2046 II-39-B 3,533, Variable 2 November 2046 II-40-A 3,372, Variable 2 March 2010 November 2046 II-40-B 3,372, Variable 2 November 2046 II-41-A 3,203, Variable 2 April 2010 November 2046 II-41-B 3,203, Variable 2 November

12 Initial Uncertificated Principal Balance Uncertificated REMIC 1 Pass-Through Rate Rate Change Assumed Final Designation Date Maturity Date 1 II-42-A 2,959, Variable 2 May 2010 November 2046 II-42-B 2,959, Variable 2 November 2046 II-43-A 2,802, Variable 2 June 2010 November 2046 II-43-B 2,802, Variable 2 November 2046 II-44-A 2,384, Variable 2 July 2010 November 2046 II-44-B 2,384, Variable 2 November 2046 II-45-A 2,284, Variable 2 August 2010 November 2046 II-45-B 2,284, Variable 2 November 2046 II-46-A 2,431, Variable 2 September 2010 November 2046 II-46-B 2,431, Variable 2 November 2046 II-47-A 2,603, Variable 2 October 2010 November 2046 II-47-B 2,603, Variable 2 November 2046 II-48-A 2,508, Variable 2 November 2010 November 2046 II-48-B 2,508, Variable 2 November 2046 II-49-A 2,379, Variable 2 December 2010 November 2046 II-49-B 2,379, Variable 2 November 2046 II-50-A 2,280, Variable 2 January 2011 November 2046 II-50-B 2,280, Variable 2 November 2046 II-51-A 2,107, Variable 2 February 2011 November 2046 II-51-B 2,107, Variable 2 November 2046 II-52-A 1,950, Variable 2 March 2011 November 2046 II-52-B 1,950, Variable 2 November 2046 II-53-A 1,846, Variable 2 April 2011 November 2046 II-53-B 1,846, Variable 2 November 2046 II-54-A 1,899, Variable 2 May 2011 November 2046 II-54-B 1,899, Variable 2 November 2046 II-55-A 1,973, Variable 2 June 2011 November 2046 II-55-B 1,973, Variable 2 November 2046 II-56-A 1,787, Variable 2 July 2011 November 2046 II-56-B 1,787, Variable 2 November 2046 II-57-A 1,640, Variable 2 August 2011 November 2046 II-57-B 1,640, Variable 2 November 2046 II-58-A 1,466, Variable 2 September 2011 November 2046 II-58-B 1,466, Variable 2 November 2046 II-59-A 21,125, Variable 2 October 2011 November 2046 II-59-B 21,125, Variable 2 November Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each REMIC 1 Regular Interest. 2 3 Calculated in accordance with the definition of Uncertificated REMIC 1 Pass-Through Rate herein. REMIC 1 Regular Interest IX will be entitled to all prepayment penalties or charges with respect to the Group I Mortgage Loans; REMIC 1 Regular Interest IIX will be entitled to all prepayment penalties or charges with respect to the Group II Mortgage Loans. 6

13 REMIC 2 As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests and certain other related assets subject to this Agreement (exclusive of the Reserve Fund, the Supplemental Interest Trust, the Final Maturity Reserve Trust, the Interest Coverage Account and the Servicer Prepayment Charge Payment Amounts) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 2. The Class R-2 Interest shall represent the sole class of residual interests in REMIC 2 for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC 2 Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC 2 Regular Interests. None of the REMIC 2 Regular Interests will be certificated. Designation Initial Uncertificated Principal Balance Uncertificated REMIC 2 Pass-Through Rate Assumed Final Maturity Date 1 AA $744,842, Variable 2 November 2046 A-IA 2,101, Variable 2 November 2046 A-IIA1 1,647, Variable 2 November 2046 A-IIA2 714, Variable 2 November 2046 A-IIA3 1,220, Variable 2 November 2046 A-IIA4 433, Variable 2 November 2046 M1 243, Variable 2 November 2046 M2 228, Variable 2 November 2046 M3 140, Variable 2 November 2046 M4 125, Variable 2 November 2046 M5 125, Variable 2 November 2046 M6 110, Variable 2 November 2046 M7 79, Variable 2 November 2046 M8 79, Variable 2 November 2046 M9 53, Variable 2 November 2046 M10 53, Variable 2 November 2046 B 76, Variable 2 November 2046 ZZ 7,767, Variable 2 November GRP 52, Variable 2 November SUB 10, Variable 2 November GRP 99, Variable 2 November SUB 19, Variable 2 November 2046 Swap IO N/A 3 Variable 2 November 2046 FMR IO XX N/A 759,861, Variable Variable 2 November 2046 November Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each REMIC 2 Regular Interest. 2 3 Calculated in accordance with the definition of Uncertificated REMIC 2 Pass-Through Rate herein. REMIC 2 Regular Interest Swap IO will not have a principal amount but will at all times have a notional amount equal to the aggregate principal amounts of the REMIC 1 Regular Interests with the designation A. 4 REMIC 2 Regular Interest FMR IO will not have a principal amount but will at all times have a notional amount equal to the aggregate principal amounts of all of the REMIC 1 Regular Interests. 7

14 REMIC 3 As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as REMIC 3. The Class R-3 Interest represents the sole class of residual interests in REMIC 3 for purposes of the REMIC Provisions. The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for each Class of Certificates that represents one or more of the regular interests in REMIC 3 and each class of uncertificated regular interests in REMIC 3: Original Class Certificate Principal Balance Pass-Through Assumed Final Class Designation Rate Maturity Date1 I-A $420,396, Variable 2 November 2046 II-A1 329,477, Variable 2 November 2046 II-A2 142,922, Variable 2 November 2046 II-A3 244,158, Variable 2 November 2046 II-A4 86,721, Variable 2 November 2046 M-1 48,643, Variable 2 November 2046 M-2 45,603, Variable 2 November 2046 M-3 28,122, Variable 2 November 2046 M-4 25,082, Variable 2 November 2046 M-5 25,082, Variable 2 November 2046 M-6 22,041, Variable 2 November 2046 M-7 15,961, Variable 2 November 2046 M-8 15,961, Variable 2 November 2046 M-9 10,641, Variable 2 November 2046 M-10 10,641, Variable 2 November 2046 B 15,201, Variable 2 November 2046 Swap IO N/A Variable 5 November 2046 FM Reserve IO N/A Variable 5 November 2046 Class C Interest 3 33,434, Variable 2 November 2046 Class P Interest $ N/A 4 November Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each Class of Certificates or uncertificated interests that represents one or more of the regular interests in REMIC Calculated in accordance with the definition of Pass-Through Rate herein. The Class C Interest will accrue interest at its variable Pass-Through Rate on its Notional Amount outstanding from time to time, which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC 2 Regular Interests. The Class C Interest will not accrue interest on its Uncertificated Principal Balance. 4 5 The Class P Interest will not accrue interest. The interests designated Swap IO and FM Reserve IO will not have principal amounts or interest rates but will be entitled to 100% of the interest paid on REMIC 2 Regular Interests Swap IO and FMR IO, respectively. These interests will not be certificated. 8

15 REMIC CX As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC CX. The Class R-CX Interest shall represent the sole class of residual interests in REMIC CX for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC CX Regular Interests. Designation Uncertificated REMIC CX Pass-Through Rate Initial Uncertificated Principal Balance Assumed Final Maturity Date 1 Class C Variable 2 $33,434, November Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each REMIC CX Regular Interest. 2 The Class C Certificates will not accrue interest on their Certificate Principal Balance. Instead, the monthly interest due on the Class C Certificates will be 100% of the interest paid on the Class C Interest. 9

16 REMIC PX As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC PX. The Class R-PX Interest shall represent the sole class of residual interests in REMIC PX for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC PX Regular Interests. Designation Uncertificated REMIC PX Pass-Through Rate Initial Uncertificated Principal Balance Assumed Final Maturity Date 1 Class P N/A 2 $ November Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each REMIC PX Regular Interest. 2 The Class P Certificates will not accrue interest. 10

17 REMIC SwapX As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class Swap IO Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC SwapX. The Class R-SwapX Interest shall represent the sole class of residual interests in REMIC SwapX for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC SwapX Regular Interests. Designation Uncertificated REMIC PX Pass-Through Rate Initial Uncertificated Principal Balance Assumed Final Maturity Date 1 Class Swap IO N/A 2 $0.00 November Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each REMIC SwapX Regular Interest. 2 The Class Swap IO Upper-Tier Interest will not accrue interest on its Certificate Principal Balance. Instead, the monthly interest due on the Class Swap IO Upper-Tier Interest will be 100% of the interest paid on the Class Swap IO Interest. 11

18 ARTICLE I DEFINITIONS Section 1.01 Defined Terms. Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the payments to the Final Maturity Reserve Trust shall be made on the basis of the actual number of days elapsed on the basis of a 360-day year and all other calculations of interest described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. The Class P Certificates and the Residual Certificates are not entitled to distributions in respect of interest and, accordingly, will not accrue interest Act : The Securities Act of 1933, as amended Act : The Exchange Act of 1934, as amended. Account : Either of the Collection Account and Distribution Account. Accrual Period : With respect to the Class C Certificates, the REMIC 1 Regular Interests and the Class C Interest, and each Distribution Date, the calendar month prior to the month of such Distribution Date. With respect to the Class A Certificates, the Mezzanine Certificates and the Class B Certificates, and each Distribution Date, the period commencing on the immediately preceding Distribution Date (or in the case of the first such Accrual Period, commencing on the Closing Date) and ending on the day immediately preceding such Distribution Date. Additional Termination Event : As defined in the Swap Agreement. Adjustable Rate Mortgage Loan : A Mortgage Loan which provides for an adjustable Mortgage Rate payable with respect thereto. Adjusted Net Maximum Mortgage Rate : With respect to any Mortgage Loan (or the related REO Property), as of any Distribution Date, a per annum rate of interest equal to the Maximum Mortgage Rate for such Mortgage Loan (if such Mortgage Loan is an Adjustable Rate Mortgage Loan) or the Mortgage Rate for such Mortgage Loan (if such Mortgage Loan is a Fixed Rate Mortgage Loan), in either case as of the first day of the month preceding the month in which such Distribution Date occurs, minus the sum of (i) the Servicing Fee Rate, (ii) the PMI Insurer Fee Rate, if applicable, and (iii) the Trustee Fee Rate. Adjusted Net Mortgage Rate : With respect to any Mortgage Loan (or the related REO Property), as of any Distribution Date, a per annum rate of interest equal to the Mortgage Rate for such Mortgage Loan as of the first day of the month preceding the month in which such Distribution Date occurs, minus the sum of (i) the Servicing Fee Rate, (ii) the PMI Insurer Fee Rate, if applicable, and (iii) the Trustee Fee Rate. 12

19 Adjustment Date : With respect to each Adjustable Rate Mortgage Loan, each date, on which the Mortgage Rate of such Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan Schedule. Advance : As to any Mortgage Loan or REO Property, any advance made by the Servicer in respect of any Distribution Date pursuant to Section Advancing Person : As defined in Section 3.27 hereof. Adverse REMIC Event : As defined in Section 10.01(f) hereof. Affiliate : With respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, control means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and controlling and controlled shall have meanings correlative to the foregoing. Aggregate Final Maturity Reserve Amount : With respect any Distribution Date, the sum of the Group I Final Maturity Reserve Amount and the Group II Final Maturity Reserve Amount. Agreement : This and all amendments hereof and supplements hereto. Allocated Realized Loss Amount : With respect to any Distribution Date and any Class of the Mezzanine Certificates and the Class B Certificates, an amount equal to (a) the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date less (b) any Allocated Realized Loss Amounts that have been reinstated with respect to such Class of Certificates on prior Distribution Dates due to Subsequent Recoveries. Annual Statement of Compliance : As defined in Section 3.20(a) hereof. Appraised Value : With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the originator of the related Mortgage Loan at the time of origination of such Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae. Assessment of Compliance : As defined in Section 3.21(a) hereof. Assignment : An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form (excepting therefrom, if applicable, the mortgage recordation information which has not been required pursuant to Section 2.01 hereof or returned by the applicable recorder s office), which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record the sale of the Mortgage. Attestation Report : As defined in Section 3.21(b) hereof. 13

20 Available Funds : With respect to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments on the Mortgage Loans due on the related Due Date and received on or prior to the related Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Gross Subsequent Recoveries and other unscheduled recoveries of principal and interest in respect of the Mortgage Loans during the related Prepayment Period (other than any prepayment charges collected by the Servicer in connection with the full or partial prepayment of any of the Mortgage Loans, any Servicer Prepayment Charge Payment Amount in connection with the Mortgage Loans and any Prepayment Interest Excess), (c) the aggregate of any amounts received in respect of an REO Property acquired in respect of a Mortgage Loan withdrawn from any REO Account and deposited in the Collection Account for such Distribution Date, (d) the aggregate of any amounts deposited in the Collection Account by the Servicer in respect of related Prepayment Interest Shortfalls on the Mortgage Loans for such Distribution Date, (e) the aggregate of any Advances made by the Servicer or the Trustee for such Distribution Date with respect to the Mortgage Loans, (f) the aggregate of any related advances made by or on behalf of the Trustee for such Distribution Date with respect to the Mortgage Loans pursuant to Section 7.02(b) and (g) the aggregate of any amounts constituting proceeds of repurchases or substitutions of the Mortgage Loans occurring during the related Prepayment Period over (ii) the sum, without duplication, of (a) amounts reimbursable or payable to the Depositor, the Servicer, the Trustee, the Delaware Trustee, the Seller, the NIMS Insurer or any Sub-Servicer pursuant to Section 3.11 or Section 3.12 in respect of the Mortgage Loans or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts deposited in the Collection Account or the Distribution Account pursuant to clauses (i)(a) through (g) above, as the case may be, in error, (c) Stayed Funds, (d) any Trustee Fee pursuant to Section 8.05 and any indemnification payments or expense reimbursements made by the Trust pursuant to Section 8.05, (e) the PMI Insurer Fee payable from the Distribution Account and (f) amounts reimbursable to the Trustee for an advance made pursuant to Section 7.02(b) which advance the Trustee has determined to be nonrecoverable from the Stayed Funds in respect of which it was made. Balloon Mortgage Loan : A Mortgage Loan that provides for a Balloon Payment. Balloon Payment : With respect to any Balloon Mortgage Loan, the payment of the unamortized principal balance of a Mortgage Loan in a single payment at the maturity of such Mortgage Loan. Bankruptcy Code : The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as amended. Bankruptcy Loss : With respect to any Mortgage Loan, a Realized Loss resulting from a Deficient Valuation or Debt Service Reduction. Book-Entry Certificates : Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with the Depository (directly, as a Depository Participant, or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 5.02 hereof). On the Closing Date, the Class A Certificates, the Mezzanine Certificates and the Class B Certificates shall be Book-Entry Certificates. 14

21 Book-Entry Custodian : The custodian appointed pursuant to Section 5.01(b). Business Day : Any day other than a Saturday, a Sunday or a day on which banking or savings institutions in the State of California, the State of Delaware, the State of New York, the State of Washington, or in the city in which the Corporate Trust Office of the Trustee is located, are authorized or obligated by law or executive order to be closed. Calculation Period : As such term is defined in the Swap Agreement. Certificate : Any Regular Certificate or Residual Certificate. Certificate Margin : With respect to the Class I-A Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.155% per annum and (B) after the Optional Termination Date, 0.310% per annum. With respect to the Class II-A1 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.060% per annum and (B) after the Optional Termination Date, 0.120% per annum. With respect to the Class II-A2 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.110% per annum and (B) after the Optional Termination Date, 0.220% per annum. With respect to the Class II-A3 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.160% per annum and (B) after the Optional Termination Date, 0.320% per annum. With respect to the Class II-A4 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.230% per annum and (B) after the Optional Termination Date, 0.460% per annum. With respect to the Class M-1 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.300% per annum and (B) after the Optional Termination Date, 0.450% per annum. With respect to the Class M-2 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.310% per annum and (B) after the Optional Termination Date, 0.465% per annum. With respect to the Class M-3 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.330% per annum and (B) after the Optional Termination Date, 0.495% per annum. With respect to the Class M-4 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.370% per annum and (B) after the Optional Termination Date, 0.555% per annum. With respect to the Class M-5 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.400% per annum and (B) after the Optional Termination Date, 0.600% per annum. With respect to the Class M-6 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.450% per annum and (B) after the Optional Termination Date, 0.675% per annum. With respect to the Class M-7 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 0.800% per annum and (B) after the Optional Termination Date, 1.200% per annum. With respect to the Class M-8 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 1.050% per annum and (B) after the Optional Termination Date, 1.575% per annum. With respect to the Class M-9 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 2.050% per annum and (B) after the Optional Termination Date, 3.075% per annum. With respect to the Class M-10 Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 2.500% per annum and (B) after the Optional Termination Date, 3.750% per annum. With respect to the Class B Certificates on each Distribution Date (A) on or prior to the Optional Termination Date, 2.500% per annum and (B) after the Optional Termination Date, 3.750% per annum. Certificate of Trust : The certificate of trust filed with respect to the Trust with the Secretary of State in accordance with Section 3810(a) of the Statutory Trust Statute. 15

22 Certificate Owner : With respect to each Book-Entry Certificate, any beneficial owner thereof. Certificate Principal Balance : With respect to any Class A Certificates, Mezzanine Certificates, Class B Certificates or Class P Certificates immediately prior to any Distribution Date, an amount equal to the Initial Certificate Principal Balance thereof reduced by the sum of all amounts actually distributed in respect of principal of such Class and, in the case of a Mezzanine Certificate or Class B Certificate, Realized Losses allocated thereto on all prior Distribution Dates and, in the case of a Mezzanine Certificate or Class B Certificate, increased by the Allocated Realized Loss Amounts reinstated thereto on all prior Distribution Dates due to Subsequent Recoveries. With respect to any Class C Certificates as of any date of determination, an amount equal to the Uncertificated Principal Balance of the Class C Interest. The Residual Certificates will not have a Certificate Principal Balance. Certificate Register : The register established and maintained pursuant to Section 5.02 hereof. Certificateholder or Holder : The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent, direction or taking any other action pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, direction or other action has been obtained, except as otherwise provided in Section The Trustee and the NIMS Insurer may conclusively rely upon a certificate of the Depositor or the Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to Holders or Certificateholders shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee and the NIMS Insurer shall be required to recognize as a Holder or Certificateholder only the Person in whose name a Certificate is registered in the Certificate Register. Certification : As defined in Section 4.08(b) hereof. Class : Collectively, Certificates which have the same priority of payment and bear the same class designation and the form of which is identical except for variation in the Percentage Interest evidenced thereby. Class I-A Certificate : Any one of the Class I-A Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 3. Class II-A1 Certificate : Any one of the Class II-A1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 3. 16